Lloyds Banking Group PLC — Capital/Financing Update 2014

Sep 16, 2014

Final Terms dated 12 September 2014

Lloyds Bank plc

Issue of USD 20,000,000 Callable Zero Coupon Notes due September 2044 under the Note, Certificate and Warrant Programme

PART A — CONTRACTUAL TERMS

These Final Terms constitute Issue Terms for the purposes of the Base General Conditions. Terms used herein shall be deemed to be defined as such for the purposes of the Base Conditions set forth in the Prospectus dated 7 April 2014 and the supplemental prospectuses dated 15 May 2014 and 11 August 2014 which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the final terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented. Full information on the Bank and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus as so supplemented. The Prospectus and the supplemental prospectuses are available for viewing at www.londonstockexchange.com/exchange/news/market-news/market-news-home.html and copies may be obtained from Lloyds Bank plc, 25 Gresham Street, London EC2V 7HN.

The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

1. (i) Series Number: WMTN0083
   (ii) Tranche Number: 1

2. Specified Currency: United States Dollar (“USD”)

3. Aggregate Nominal Amount
   (i) Series: USD 20,000,000
   (ii) Tranche: USD 20,000,000

4. Issue Price: 100.00 per cent. of the Aggregate Nominal Amount

5. (i) Specified Denominations: USD 200,000
   (ii) Calculation Amount: USD 200,000

6. (i) Issue Date: 16 September 2014
   (ii) Trade Date: 2 September 2014

7. Maturity Date: 16 September 2044

8. Business Day Convention: Modified Following Business Day Convention (Unadjusted)

9. Business Centre(s): Frankfurt, London and New York

10. Calculation Agent: Citibank, N.A., London Branch

11. Alternative Currency Equivalent: Not Applicable

12. Synthetic Currency Asset Conditions: Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

1. Fixed Rate Note Provisions: Not Applicable

2. Floating Rate Note Provisions: Not Applicable

3. Zero Coupon Note Provisions: Applicable
   (i) Amortisation Yield: 4.85 per cent. per annum
   (ii) Amortisation Yield compounding basis: Annually
   (iii) Day Count Fraction: 30/360
   (iv) Determination Date(s): Not Applicable

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16 Index Linked Interest Provisions Not Applicable
17 Inflation Linked Interest Provisions Not Applicable
18 Equity Linked Interest Provisions Not Applicable
19 Currency Linked Interest Provisions Not Applicable
20 Commodity Linked Interest Provisions Not Applicable
21 Rate Linked Interest Provisions Not Applicable
22 Multi-Asset Basket Linked Interest Provisions Not Applicable
23 Structured Floating Rate Coupon Not Applicable
24 Inverse Floating Rate Coupon Not Applicable
25 Fixed Rate Step-Up/Step-Down Coupon Not Applicable
26 Fixed to Floating Coupon Not Applicable
27 Floating to Fixed Coupon Not Applicable
28 Fixed to Floating Switchable Coupon Not Applicable
29 Floating to Fixed Switchable Coupon Not Applicable
30 Steepener Coupon Not Applicable
31 Fixed Rate Range Accrual Coupon Not Applicable
32 Floating Rate Range Accrual Coupon Not Applicable
33 Fixed Rate Dual Range Accrual Coupon Not Applicable
34 Floating Rate Dual Range Accrual Coupon Not Applicable
35 Digital Coupon Not Applicable
36 Inflation-Linked Coupon Not Applicable
37 Inflation Protected Coupon Not Applicable
38 Performance Coupon Not Applicable
39 Annualised Performance Coupon Not Applicable

PROVISIONS RELATING TO REDEMPTION

40 Put/Call Options Call Option
41 Call Option Applicable

(i) Optional Redemption Date(s): See table below
(ii) Optional Redemption Amount(s): See table below
(iii) If redeemable in part:
(a) Minimum Redemption Amount: Not Applicable
(b) Maximum Redemption Amount: Not Applicable
(iv) Call Option Business Centre(s): Frankfurt, London and New York
(v) Notice period: At least five (5) Frankfurt, London and New York Business Days prior to each Optional Redemption Date

Optional Redemption Date	Optional Redemption Amount (per Calculation Amount) (in USD)
16 September 2015		209,700.00
16 September 2016		219,870.45
16 September 2017		230,534.17
16 September 2018		241,715.07
16 September 2019		253,438.26
16 September 2020		265,730.01

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16 September 2021	278,617.92
16 September 2022	292,130.88
16 September 2023	306,299.23
16 September 2024	321,154.75
16 September 2025	336,730.75
16 September 2026	353,062.19
16 September 2027	370,185.71
16 September 2028	388,139.72
16 September 2029	406,964.49
16 September 2030	426,702.27
16 September 2031	447,397.33
16 September 2032	469,096.10
16 September 2033	491,847.26
16 September 2034	515,701.85
16 September 2035	540,713.39
16 September 2036	566,937.99
16 September 2037	594,434.48
16 September 2038	623,264.56
16 September 2039	653,492.89
16 September 2040	685,187.29
16 September 2041	718,418.88
16 September 2042	753,262.19
16 September 2043	789,795.41

42 Put Option Not Applicable
43 Final Redemption Amount USD 828,100.49 per Calculation Amount
44 Early Redemption Amount
Early Redemption Amount(s): Amortised Face Amount in accordance with Condition 6(b)(i) of the Base Note Conditions

45 Unwind Costs: Applicable
46 Expenses Not Applicable
47 Index Linked Redemption Provisions Not Applicable
48 Inflation Protected Redemption Provisions Not Applicable
49 Equity Linked Redemption Provisions Not Applicable
50 Currency Linked Redemption Provisions Not Applicable
51 Commodity Linked Redemption Provisions Not Applicable
52 Rate Linked Redemption Provisions Not Applicable
53 Multi-Asset Basket Linked Redemption Provisions Not Applicable
54 Performance Redemption Not Applicable
55 Performance Plus Downside Redemption Not Applicable

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56 Performance Plus Conditional Downside Redemption
Not Applicable

57 Absolute Performance Redemption
Not Applicable

58 Reverse Convertible Redemption
Not Applicable

59 Reverse Convertible Plus Conditional Downside Redemption
Not Applicable

60 Inflation Protected Redemption
Not Applicable

61 Dual Currency Redemption
Not Applicable

GENERAL PROVISIONS APPLICABLE TO THE NOTES

62 Form of Notes
Bearer Notes - Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes in the limited circumstances specified in the Permanent Global Note

63 New Global Note
Yes

64 Additional Disruption Events
Not Applicable

65 Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature)
Not Applicable

66 Details relating to Instalment Notes: amount of each instalment, date on which each payment is to be made
Not Applicable

67 Consolidation provisions
Not Applicable

DISTRIBUTION

68 U.S. Selling Restrictions
Reg S Category 2; TEFRA D

LISTING AND ADMISSION TO TRADING APPLICATION

These Final Terms comprise the final terms required for issue and admission to trading of the Notes described herein pursuant to the Note, Certificate and Warrant Programme of Lloyds Bank plc.

Signed on behalf of the Bank:

By:

Duly authorised

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PART B — OTHER INFORMATION

1 LISTING AND ADMISSION TO TRADING

(i) Listing and admission to trading: Application is expected to be made by the Bank (or on its behalf) for the Notes to be listed on the Official List of the UK Listing Authority and to be admitted to trading on the regulated market of the London Stock Exchange with effect from the Issue Date.

(ii) Estimate of total expenses related to admission to trading: GBP 300 + VAT

2 RATING

Ratings: The Notes to be issued have not been rated.

3 INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

“Save as discussed in “Selling Restrictions”, so far as the Bank is aware, no person involved in the offer of the Notes has an interest material to the offer.”

4 REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer: Please refer to the section titled “Use of Proceeds” in the Prospectus

(ii) Estimated net proceeds: Not Applicable

(iii) Estimated total expenses: Not Applicable

5 OPERATIONAL INFORMATION

ISIN Code: XS1107554732

Common Code: 110755473

Swiss Securities Number (Valorennummer): Not Applicable

WKN Number (Wertpapierkennnummer): A1ZN7T

Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s): Not Applicable

Delivery: Delivery against payment

Names and addresses of additional Paying Agent(s) (if any): Not Applicable

6 INDEX DISCLAIMER

Not Applicable

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